-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/EbqZlUdRuR2RCr/w3Jx5FBVOGpqmQrrdCDTFkWg/VrwoBfcdTRwcmmz65T0sBx 4vlQiP72nqoBz5Fk8VtsZQ== 0000897423-99-000164.txt : 19990705 0000897423-99-000164.hdr.sgml : 19990705 ACCESSION NUMBER: 0000897423-99-000164 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990702 GROUP MEMBERS: ALGENPAR, INC. GROUP MEMBERS: ALPINE CAPITAL LP GROUP MEMBERS: ALPINE CAPITAL, L.P. GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: ROBERT W. BRUCE III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLAIBORNE LIZ INC CENTRAL INDEX KEY: 0000352363 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 132842791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33169 FILM NUMBER: 99659151 BUSINESS ADDRESS: STREET 1: 1441 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123544900 MAIL ADDRESS: STREET 1: 1441 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE CAPITAL LP CENTRAL INDEX KEY: 0000911382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13D 1 LIZ CLAIBORNE, INC. SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* Liz Claiborne, Inc. (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 539320101 (Cusip Number) J. Taylor Crandall 201 Main Street, Suite 3100 Fort Worth, Texas 76102 (817) 390-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 3,279,100, which constitutes approximately 5.2% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 63,039,446 shares outstanding. 1. Name of Reporting Person: Alpine Capital, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 3,279,100 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 3,279,100 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,279,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.2% 14. Type of Reporting Person: PN - ------------ (1) Power is exercised through its two general partners, Robert W. Bruce III and Algenpar, Inc. 1. Name of Reporting Person: Robert W. Bruce III 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 3,279,100 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 3,279,100 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,279,100 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.2% 14. Type of Reporting Person: IN - ------------- (1) Solely in his capacity as one of two general partners of Alpine Capital, L.P. 1. Name of Reporting Person: Algenpar, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 3,279,100 (1)(2) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 3,279,100 (1)(2) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,279,100 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.2% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its President, J. Taylor Crandall. (2) Solely in its capacity as one of two general partners of Alpine Capital, L.P. 1. Name of Reporting Person: J. Taylor Crandall 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 3,279,100 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 3,279,100 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,279,100 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.2% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as President and sole stockholder of Algenpar, Inc., which is one of two general partners of Alpine Capital, L.P. Item 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $1.00 per share, (the "Stock"), of Liz Claiborne, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 1441 Broadway, New York, New York 10018. Item 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Act, the undersigned hereby file this Schedule 13D Statement on behalf of Alpine Capital, L.P., a Texas limited partnership ("Alpine"), Robert W. Bruce III ("R. Bruce"), Algenpar, Inc., a Texas corporation ("Algenpar"), and J. Taylor Crandall ("Crandall"). Alpine, R. Bruce, Algenpar, and Crandall are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b) - (c) ALPINE Alpine is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. The principal business address of Alpine, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to R. Bruce and Algenpar, the two general partners of Alpine, is set forth below. R. BRUCE R. Bruce's principal occupation or employment is serving as a principal of The Robert Bruce Management Company., Inc. ("Bruce Management"). R. Bruce's business address is 96 Spring Street, South Salem, New York 10590. Bruce Management is a New York corporation, the principal business of which is providing consulting services and rendering investment advice to Alpine. The principal business address of Bruce Management, which also serves as its principal office, is 96 Spring Street, South Salem, New York 10590. ALGENPAR Algenpar is a Texas corporation, the principal business of which is serving as one of two general partners of Alpine. The principal business address of Algenpar, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. CRANDALL Crandall's principal occupation or employment is serving as Vice President- Finance of Keystone, Inc. ("Keystone"). Crandall's business address is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. Keystone is a Texas corporation, the principal businesses of which are investment in marketable securities, real estate investment and development, ownership and operation of oil and gas properties (through Bass Enterprises Production Co. ["BEPCO"]), the ownership and operation of gas processing plants and carbon black plants (through various partnerships) and the ownership of interests in entities engaged in a wide variety of businesses. The principal business address of Keystone, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76012. BEPCO is a Texas corporation, the principal business of which is oil exploration and drilling and producing hydrocarbons. The principal business address of BEPCO, which also serves as its principal office, is 201 Main Street, Suite 3100, Fort Worth, Texas 76102. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used by the Reporting Persons to purchase shares are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Alpine Working Capital(1) $114,540,238.33 R. Bruce Not Applicable Not Applicable Algenpar Not Applicable Not Applicable Crandall Not Applicable Not Applicable (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the shares. Item 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired and continue to hold the shares reported herein for investment purposes. Depending on market conditions and other factors that the Reporting Persons may deem material to their respective investment decisions, the Reporting Persons may purchase additional shares in the open market or in private transactions. Depending on these same factors, the Reporting Persons may sell all or a portion of the shares on the open market or in private transactions. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) ALPINE The aggregate number of shares that Alpine owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 3,279,100, which constitutes approximately 5.2% of the outstanding shares of the Stock. R. BRUCE Because of his position as one of two general partners of Alpine, R. Bruce may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 3,279,100 shares, which constitutes approximately 5.2% of the outstanding shares of the Stock. ALGENPAR Because of its position as one of two general partners of Alpine, Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,279,100 shares, which constitutes approximately 5.2% of the outstanding shares of the Stock. CRANDALL Because of his position as President and sole stockholder of Algenpar, one of two general partners of Alpine, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,279,100 shares, which constitutes approximately 5.2% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) ALPINE Acting through its two general partners, Alpine has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,279,100 shares of the Stock. R. BRUCE As one of two general partners of Alpine, R. Bruce has shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,279,100 shares of the Stock. ALGENPAR As one of two general partners of Alpine, Algenpar has shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,279,100 shares of the Stock. CRANDALL As the President and sole stockholder of Algenpar, which is one of two general partners of Alpine, Crandall has shared power to vote or to direct the vote and to dispose or to direct the disposition of 3,279,100 shares of the Stock. (c) During the past sixty days, Alpine has purchased shares of the Stock in open market transactions on the New York Stock Exchange as follows: NO. OF SHARES PRICE PER DATE PURCHASED UNIT 05/06/99 40,000 $ 35.12 05/07/99 16,300 35.49 05/10/99 25,000 37.07 05/11/99 14,800 37.04 05/12/99 51,000 37.13 05/13/99 42,500 37.90 05/14/99 47,500 37.66 05/17/99 30,500 37.40 05/19/99 51,100 37.35 05/24/99 25,000 38.37 05/25/99 32,000 37.49 05/26/99 5,000 36.71 05/27/99 32,000 35.43 05/28/99 5,000 36.05 06/01/99 22,500 35.43 06/02/99 40,000 36.47 06/03/99 5,000 36.55 06/04/99 25,500 36.58 06/07/99 21,500 37.46 06/08/99 90,600 37.36 06/09/99 85,000 36.49 06/10/99 58,900 35.61 06/11/99 35,200 35.76 06/14/99 90,000 35.25 06/15/99 30,000 35.32 06/15/99 42,000 35.15 06/16/99 11,400 35.59 06/17/99 21,000 35.77 06/18/99 51,200 36.47 06/21/99 45,700 37.24 06/22/99 70,000 36.86 06/23/99 37,500 35.93 06/24/99 46,000 35.84 06/25/99 32,000 35.55 06/28/99 21,500 35.87 06/29/99 27,500 36.31 06/30/99 102,500 36.42 07/01/99 105,500 36.60 07/02/99 33,100 37.40 Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the shares during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by such Reporting Person. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth herein or in the Exhibit filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 2, 1999 ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith EX-99.1 2 JOINT FILING AGRMT FOR SCHED. 13D Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL -----END PRIVACY-ENHANCED MESSAGE-----